JBG SMITH Properties 8-K, filed May 5, 2020
JBG SMITH Properties (JBGS)
About this 8-K
JBG SMITH Properties filed this 8-K on May 5, 2020, reporting on events of April 30, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| No. |
||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) | (I.R.S. Employer Identification No.) |
|
||
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: ( | ||
Former name or former address, if changed since last report: | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 30, 2020, JBG SMITH Properties (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected 11 trustees to the Board to serve until the Company’s 2021 annual meeting of shareholders, (ii) approved, on a non-binding advisory basis, the compensation of the named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 13, 2020. The final voting results for each proposal are set forth below.
Proposal 1: Election of Trustees
At the Annual Meeting, shareholders elected 11 trustees to the Board to serve until the 2021 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each trustee nominee:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Scott A. Estes | 120,134,932 | 1,301,302 | 40,463 | 3,784,855 | ||||||||||||
| Alan S. Forman | 116,935,124 | 4,503,530 | 38,043 | 3,784,855 | ||||||||||||
| Michael J. Glosserman | 110,457,663 | 10,977,070 | 41,964 | 3,784,855 | ||||||||||||
| Charles E. Haldeman Jr. | 119,435,139 | 2,000,464 | 41,094 | 3,784,855 | ||||||||||||
| W. Matthew Kelly | 119,079,816 | 2,356,823 | 40,058 | 3,784,855 | ||||||||||||
| Alisa M. Mall | 120,828,550 | 608,618 | 39,529 | 3,784,855 | ||||||||||||
| Carol A. Melton | 119,444,935 | 1,992,616 | 39,146 | 3,784,855 | ||||||||||||
| William J. Mulrow | 120,331,450 | 1,105,392 | 39,855 | 3,784,855 | ||||||||||||
| Steven Roth | 80,973,569 | 40,466,757 | 36,371 | 3,784,855 | ||||||||||||
| Ellen Shuman | 119,351,130 | 2,087,878 | 37,689 | 3,784,855 | ||||||||||||
| Robert A. Stewart | 113,314,427 | 8,119,969 | 42,301 | 3,784,855 | ||||||||||||
Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, the Company’s shareholders voted affirmatively on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 113,600,877 | 7,774,045 | 101,775 | 3,784,855 |
Proposal 3: Ratification of the Appointment of Deloitte as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of Deloitte to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||
| 125,069,742 | 145,768 | 46,042 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JBG SMITH PROPERTIES | ||
| By: | /s/ Steven A. Museles | |
| Name: | Steven A. Museles | |
| Title: | Chief Legal Officer and Corporate Secretary | |
May 5, 2020